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Attachment A Standard Agreement for Professional Services This Agreement (“Agreement”) is made on the 9thday of November, 2020, between the City of Roseville, a municipal corporation (hereinafter “City”), and Bolton and Menk, Inc., a domestic corporation (hereinafter “Consultant”). Preliminary Statement The City has adopted a policy regarding the selection and hiring of consultants to provide a variety of professional services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Agreement is to set forth the terms and conditions for the performance of professional services by the Consultant. The City and Consultant agree as follows: 1. Scope of Work Proposal. The Consultant agrees to provide the professional services shown in Exhibit “A” attached hereto (“Work”) in consideration for the compensation set forth in Provision 3 below. The terms of this Agreement shall take precedence over and supersede any provisions and/or conditions in any proposal submitted by the Consultant. 2. Term.The term of this Agreement shall be from November 9, 2020 the date of signature by the parties notwithstanding. 3. Compensation for Services. The City agrees to pay the Consultant a not-to-exceed amount of $47,500 as compensation as described in Exhibit A attached hereto for the Work, subject to the following: A. Any changes in the Work which may result in an increase to the compensation due the Consultant shall require prior written approval of the City. The City will not pay additional compensation for Work that does not have such prior written approval. B. Third party independent contractors and/or subcontractors may be retained by the Consultant when required by the complex or specialized nature of the Work when authorized in writing by the City. The Consultant shall be responsible for and shall pay all costs and expenses payable to such third party contractors unless otherwise agreed to by the parties in writing. 4. City Representative and Special Requirements: A. The Public Works Director shall act as the City’s representative with respect to the Work to be performed under this Agreement. Such representative shall have authority to transmit instructions, receive information and interpret and define the City’s policies and decisions with respect to the Work to be performed under this Agreement, but shall not have the right to enter into contracts or make binding agreements on behalf of the City with respect to the Work or this Agreement. The City may change the City’s representative at any time by notifying the Consultant of such change in writing. B. In the event that the City requires any special conditions or requirements relating to the Work and/or this Agreement, such special conditions and requirements are stated in Exhibit C attached hereto. The parties agree that such special conditions and requirements are incorporated into and made a binding part of this Agreement and the Consultant agrees to perform the Work in accordance with, and that this Agreement shall be subject to, the conditions and requirements set forth in Exhibit C. 5. Method of Payment. The Consultant shall submit to the City, on a monthly basis, an itemized invoice for Work performed under this Agreement. Invoices submitted shall be paid in the same manner as other claims made to the City. Invoices shall contain the following: